board bill 219: exhibit a - st. louis riverfront stadium project financing, construction and lease...

8/20/2019 Board Bill 219: Exhibit A - St. Louis Riverfront Stadium Project Financing, Construction and Lease Agreement

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ST. LOUIS RIVERFRONT STADIUM

PROJECT FINANCING, CONSTRUCTION AND LEASE AGREEMENT

by and among

REGIONAL CONVENTION AND SPORTSCOMPLEX AUTHORITY

AND

THE STATE OF MISSOURI

AND

THE CITY OF ST. LOUIS, MISSOURI

Dated: _______________, 2015


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TABLE OF CONTENTS

ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION 2Section 1.1. Definitions of Words and Terms 2Section 1.2. Rules of Construction 9

ARTICLE II REPRESENTATIONS 9Section 2.1. Representations by the Authority 9Section 2.2. Representations by the State 10Section 2.3. Representations by the City 10

ARTICLE III PRIVATE FUNDING CONTINGENCY; AGREEMENT TO ISSUEPROJECT BONDS; USE OF PROCEEDS 10

Section 3.1. Private Funding Contingency 10Section 3.2. Authority’s Agreement to Issue Project Bonds 11Section 3.3. Use of Proceeds of the Project Bonds 12Section 3.4. Project Documents 12Section 3.5. Changes or Amendments to Project Documents 12Section 3.6. Enforcement of Contracts and Surety Bonds 13Section 3.7. Agreement to Complete Construction of the Project 13Section 3.8. Payment for Project Costs 14Section 3.9. Establishment of Completion Date 15Section 3.10. Surplus in the Construction Fund 15Section 3.11. Determining Amounts in the Construction Fund 16

ARTICLE IV LEASE AND PAYMENT PROVISIONS 16Section 4.1. Granting of Leasehold Estate to Sponsors 16Section 4.2. Subleasing of Project to Authority 16

Section 4.3. Term of Agreement 17Section 4.4. Bond Payments 17Section 4.5. Additional Payments 17Section 4.6. Sponsors’ Covenants to Request Appropriations 18Section 4.7. Sponsor Payments; Contingency 20Section 4.8. Limited Obligations 20Section 4.9. Assignment of Authority’s Rights 20Section 4.10. Event of Non-Appropriation 21Section 4.11. Termination of Agreement Term 21Section 4.12. Covenants Regarding Termination Agreement Term 22Section 4.13. Obligations of Sponsors Absolute and Unconditional 22

ARTICLE V MAINTENANCE, TAXES AND INSURANCE 23Section 5.1. Maintenance, Repairs and Utilities 23Section 5.2. Taxes, Assessments and Other Governmental Charges 24Section 5.3. Title Insurance 24Section 5.4. Casualty Insurance 24Section 5.5. Public Liability Insurance 25Section 5.6. Worker’s Compensation Insurance 25


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EXHIBIT A: Project SiteEXHIBIT B-1: Form of Requisition for Site CostsEXHIBIT B-2: Form of Requisition for Project CostsEXHIBIT B-3: Form of Requisition for Cost of Issuance Fund and Expense Fund

EXHIBIT C: Regional Convention and Sports Complex Authority Schedule of SponsorAppropriationsEXHIBIT D: Proposed Project Sources and UsesEXHIBIT E: Missouri Development Finance Board ResolutionEXHIBIT F: Missouri Department of Economic Development Evidence of Award


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ST. LOUIS RIVERFRONT STADIUMPROJECT FINANCING, CONSTRUCTION AND LEASE AGREEMENT

THIS ST. LOUIS RIVERFRONT STADIUM PROJECT FINANCING,CONSTRUCTION AND LEASE AGREEMENT (the “Agreement”), made and entered into

as of _____________ ___, 2015, by and among the REGIONAL CONVENTION ANDSPORTS COMPLEX AUTHORITY , a public instrumentality organized and existing under thelaws of the State of Missouri (the “Authority”), the STATE OF MISSOURI (the “State”) acting

by and through the OFFICE OF ADMINISTRATION OF THE STATE OF MISSOURI (the“Office of Administration”) and THE CITY OF ST. LOUIS, MISSOURI (the “City”), amunicipal corporation and political subdivision of the State organized and existing under itscharter and the constitution and laws of the State;

WITNESSETH:

WHEREAS, the Authority is authorized and empowered under the provisions of sections67.650 to 67.658 RSMo. (the “Act”) to plan, construct, lease, operate and maintain sportsstadiums and other facilities and to issue bonds for such purposes; and

WHEREAS, the Authority is planning to construct a new sports stadium designed to host professional football and other sporting, recreational and entertainment events (the “Stadium”)and related improvements as further described herein; and

WHEREAS, funds are needed by the Authority in order to acquire, plan, construct, equipand operate the Project (defined below); and

WHEREAS, the Project (defined below)will significantly benefit the State and the City(each a “Sponsor,” and, collectively, the “Sponsors”) by: (a) increasing sports activity,

recreational, entertainment, convention and tourism activities; (b) increasing state and local taxrevenues through the creation of new jobs and the retention of existing jobs; (c) increasing stateand local tax revenues through increased sales; (d) increasing state and local tax revenuesthrough increased property tax revenues; (e) increasing state and local tax revenues throughincreased income taxes; and (f) creating an environment to stimulate additional privateinvestment in the area in which the Project will be located; and

WHEREAS, the Authority and the Sponsors are specifically authorized to enter into thisAgreement relative to the Project pursuant to the Act (Sections 67.653.1(6) and 67.657.3 RSMo.)and the State’s statutes authorizing intergovernmental cooperation (Sections 70.210 to 70.325RSMo.), which statutes authorize the City to cooperate with private parties in support of the

development and operation of public facilities such as the Project, which will owned by theAuthority (Section 70.220(1) RSMo.); and

WHEREAS, in addition to the other funding needed for the Project as described herein,the Authority has found and determined that it is desirable and in the best interests of theAuthority and the Sponsors that the Authority issue bonds backed by the appropriations of theSponsors for the purpose of providing funds to pay a portion of the costs of the Project and forthe Sponsors to provide other support for the Project as described herein; and


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WHEREAS, the Authority, the State and the City are entering into this Agreement to provide for the application of the proceeds of the Project Bonds and other sources to pay theProject Costs, to provide for the repayment of each series of the Project Bonds and otherwisefund the Project from funds appropriated on an annual basis by the State and City, respectively,and to provide for the Authority’s operation of the Project to carry out the public purposes of the

Authority and the Sponsors; andWHEREAS , in lieu of the NFL Team (defined below) receiving the proceeds from the

sale of naming rights to the Project, as would typically be the case, to eliminate the risk on theCity and to protect its credit rating, the City anticipates receiving such naming rights proceeds tosupport the City’s financial obligations hereunder and, as permitted under Section 70.220(1)RSMo., cooperating with the NFL Team or its affiliate to reimburse a portion of certain taxrevenues generated and collected from events at the Stadium (with the City retaining anyrevenues in excess of such amounts) so long as the City is not liable for any shortfall in theamount of such taxes actually generated.

WHEREAS, the obligations of the State and the City under this Agreement are expresslycontingent upon the commitment of certain private funds from the NFL and the NFL Team (eachas defined herein) and certain other funding to finance the Project on terms acceptable to theState and City as further described in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual representations,covenants and agreement herein set forth, the Authority, the State, and the City covenant andagree as follows:

ARTICLE IDEFINITIONS; RULES OF CONSTRUCTION

Section I.1. Definitions of Words and Terms. In addition to the words and termsdefined elsewhere in this Agreement, the following words and terms as used in this Agreementshall have the following meanings:

“Additional Bonds” shall have the meaning for such term ascribed in Section 3.2 of thisAgreement.

“Additional Payments” means the additional payments described in Section 4.5 hereof.

“Agreement” means this St. Louis Riverfront Stadium Project Financing, Constructionand Lease Agreement, dated as of ____________ __, 2015, by and among the Authority, theState, and the City, as from time to time amended and supplemented in accordance with the

provisions hereof and of any Project Indentures.

“Agreement Resolution” means the Resolution adopted by the Commissioners of theAuthority on , 2015 authorizing the execution of this Agreement and approvingothers related matters.

“Agreement Term” means the period from the effective date of this Agreement until theexpiration thereof pursuant to Section 4.11 hereof.


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“Authority” means the Regional Convention and Sports Complex Authority, a publicinstrumentality duly organized and existing under the laws of the State, and its successors andassigns.

“Authorized Authority Representative” means the person or persons at the time

designated, by written certificate of the Authority furnished to the State, the City, and theTrustee, as the person or persons authorized to act on behalf of the Authority. Such certificateshall contain the specimen signature of such person or persons, shall be signed on behalf of theAuthority by its Chairman or Secretary, and may designate an alternate or alternates. TheAuthorized Authority Representative may, but need not, be an employee of the Authority.

“Authorized City Representative” means the person or persons at the time designated, bywritten certificate furnished to the Authority and the Trustee, as the person or persons authorizedto act on behalf of the City. Such certificate shall contain the specimen signature of such personor persons, shall be signed on behalf of the City by the Mayor of the City, and may designate analternate or alternates. The Authorized City Representative may, but need not, be an employeeof the City.

“Authorized State Representative” means the person or persons at the time designated, bywritten certificate furnished to the Authority and the Trustee, as the person or persons authorizedto act on behalf of the State. Such certificate shall contain the specimen signature of such personor persons, shall be signed on behalf of the State by the Commissioner of Administration of theState, and may designate an alternate or alternates. The Authorized State Representative may,

but need not, be an employee of the State.

“Base Rental Payments” means each Sponsor’s Sponsor Payments designated as BaseRental Payments in Exhibit C hereto.

“Bond Funds” means, collectively, any Bond Funds created under the respective ProjectIndentures.

“Bond Reserve Funds” means, collectively, any Bond Reserve Funds created under therespective Project Indentures.

“Bond Reserve Requirement” means the total of any Bond Reserve Requirements for theProject Bonds, as set forth in the Project Indentures.

“City” means The City of St. Louis, Missouri, a municipal corporation and politicalsubdivision of the State, and its successors and assigns.

“City Bonds” means any Authority Bonds supported by the City Obligations issuedhereafter pursuant to a City Indenture.

“City Financing Amount” means the amounts to be appropriated by the City in eachFiscal Year as set forth in Exhibit C hereto as provided in Section 4.6 hereof.

“City Indenture” means a Trust Indenture between the Authority and the Trustee, pursuant to which City Bonds will be issued and funds disbursed pursuant to a disbursement


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schedule which shall be reasonably approved by the City, as from time to time amended andsupplemented in accordance with the provisions thereof.

“City Obligations” shall have the meaning ascribed for such term in Section 4.9 hereof.

“City Payments” means the payments to be made by the City in each year during theAgreement Term consisting of (i) the Base Rental Payments as set forth in Exhibit C hereto, as

provided in Section 4.6 hereof, and (ii) the Event Day Tax Revenues Reimbursement Amounts,as provided in Section 4.6 hereof.

“Completion Date” means the date of completion of the acquisition, planning,construction, equipping and improvement of the Project established pursuant to Section 3.9 ofthis Agreement.

“Construction Contracts” shall have the meaning ascribed for such term in Section 3.4 ofthis Agreement.

“Construction Fund” means, collectively, any Construction Fund for Project Bondscreated under a Project Indenture.

“Construction Manager” means an independent firm nationally recognized forconstruction management services selected by the Authority to perform constructionmanagement services for the Project including scheduling, budgeting, estimating, programevaluation, management and coordination, implementation of procedures, constructability andvalue engineering reviews and other management services.

“Construction Period” means the period from the beginning of acquisition, planning,construction, equipping and improvement of the Project to the Completion Date.

“Cost of Issuance Fund” means, collectively, any Cost of Issuance Fund for ProjectBonds created under a Project Indenture.

“Event” means any professional football or other sporting, recreational or entertainmentevent at the Stadium for which tickets are sold, but expressly excluding all Major League Soccerevents, high school sporting events and non-profit events.

“Event Day Other Tax Revenues” means all tax revenues from the following taxesgenerated at the Stadium and adjacent parking owned by the Authority and actually collected bythe City for any Event: (a) parking garage gross receipts license tax levied and collected by theCity pursuant to Chapter 8.76 of the Revised Code of the City, (b) entertainment license taxlevied and collected by the City pursuant to Chapter 8.08 of the City Code, and (c) restaurantgross receipts tax levied and collected by the City pursuant to Chapter 11.42 of the Revised Codeof the City.

“Event Day Sales Tax Revenues” means all tax revenues from the following sales taxeslevied by the City and generated at the Stadium and adjacent parking owned by the Authorityand actually collected by the City for any Event: (a) the general municipal sales tax levied

pursuant to Ordinance No. 62884 or any successor thereto, (b) the general municipal sales tax


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levied pursuant to Ordinance No. 55497, as amended by Ordinance Nos. 57179 and 57979, orany successor thereto, (c) the transportation sales tax levied pursuant to Ordinance No. 56554, orany successor thereto, (d) the capital improvements sales tax levied pursuant to Ordinance No.62885, or any successor thereto, (e) local parks sales tax levied pursuant to Ordinance No.67195, or any successor thereto, and (f) public safety sales tax levied pursuant to Ordinance No.

67774, or any successor thereto. “Event Day Tax Revenues” means: (a) for years one through ten of the NFL Team Lease

an amount equal to one hundred percent (100%) of the amount of Event Day Other TaxRevenues and fifty percent (50%) of the amount of Event Day Sales Tax Revenues; (b) for yearseleven through twenty of the NFL Team Lease an amount equal to one hundred percent (100%)of the amount of Event Day Other Tax Revenues and twenty-five percent (25%) of the amount ofEvent Day Sales Tax Revenues; and (c) for year twenty-one through the later of the end of the

NFL Team Lease or the term of the City Bonds, an amount equal to one hundred percent (100%)of the amount of Event Day Other Tax Revenues.

“Event Day Tax Revenues Reimbursement Amount” means the amount of Event DayTax Revenues reimbursed by the City to the NFL Team (or its affiliate) as provided in Section4.6(f) hereof.

“Event of Default” means any Event of Default as described in Section 8.1 of thisAgreement.

“Event of Non-Appropriation” shall have the meaning ascribed for such term in Section4.10 of this Agreement.

“Expense Fund” means, collectively, any Expense Fund for Project Bonds created undera Project Indenture.

“Fiscal Year” means, with respect to the State and the City, each twelve-month period beginning on July 1 and ending on June 30 or as such Fiscal Year may be changed from time totime by appropriate legislation and notice from the relevant Sponsor to the Trustee.

“Fixed Price Construction Contract” means a contract or series of contracts under whichthe contractor or contractors agree to complete construction of the Project in accordance with thePlans and Specifications for a fixed price, which price together with all Site Costs and otherProject Costs necessary to complete the Project in accordance with the Plans and Specifications,does not exceed the amount received by the RSA from the Proposed Project Sources and Usesdescribed on Exhibit D hereto.

“Full Insurable Value” means the actual replacement cost of the Project, less physicaldepreciation and exclusive of land, excavations, footings, foundations and parking lots, but, tothe extent obtainable, in no event shall such value be less than the principal amount of the ProjectBonds at the time outstanding.

“Holder” means the registered owner of any Project Bond or Project Bonds.


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“Independent Architect” means an architect or architectural firm, selected by theAuthority, which is registered and qualified to practice the profession of architecture under thelaws of the State who is not a full-time employee of the Authority or any of the Sponsors.

“Interest Payment Date” means each date on which interest on the Project Bonds is due in

accordance with the Project Indentures.“Net Proceeds” means, when used with regard to any insurance or condemnation award

with respect to the Project, the gross proceeds from the insurance or condemnation award less the payment of all expenses (including attorneys’ fees, trustee’s fees and any extraordinary expensesof the Trustee) incurred in the collection of such gross proceeds.

“NFL” means the National Football League and its successors and assigns.

“NFL Team” shall mean the St. Louis Rams or any other franchise of the NFL that agreesto play professional football games in the sports stadium constructed as part of the Project, andits successors and assigns.

“Outstanding”, when used with reference to Project Bonds, means as of any particulardate, all Project Bonds theretofore authenticated and delivered under the Project Indentures,except:

(a) Project Bonds theretofore cancelled by the Trustee or delivered to theTrustee for cancellation;

(b) Project Bonds deemed paid in accordance with the provisions of theProject Indentures; and

(c) Project Bonds in exchange for or in lieu of which other Project Bondshave been authenticated and delivered pursuant to the Project Indentures.

“Owner” means the registered owner of any Project Bond or Project Bonds.

“Paying Agent” means the Trustee and any other bank or trust company designated pursuant to the Project Indentures as paying agent for any series of Project Bonds and at whichthe principal of, premium, if any, and interest on any such Project Bonds shall be payable.

“Plans and Specifications” means the Plans and Specifications described in Section 3.4 ofthis Agreement.

“Principal Payment Date” means each date on which principal of the Project Bonds is duein accordance with the Project Indentures.

“Private Funding Contingency” shall have the meaning ascribed for such term in Section3.1 of this Agreement.


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“Project” means, collectively, the Project Site, the Project Improvements, and the ProjectEquipment, as they may at any time exist, and as the same may be described in the Plans andSpecifications.

“Project Additions” means all additions, improvements, extensions, alterations,

expansions or modifications of the Project or any part thereof financed with the proceeds of anyAdditional Bonds issued pursuant to the Project Indentures.

“Project Bonds” means, collectively, the State Bonds and the City Bonds.

“Project Costs” means all costs of acquisition, planning, construction, equipping andimprovement of the Project including the following:

(a) all costs and expenses necessary or incident to the acquisition of theProject Site, the Project Improvements, and the Project Equipment;

(b) all costs and expenses of every nature incurred in purchasing the Project

Improvements and otherwise improving the Project Site and purchasing and installing theProject Equipment, including the actual cost of labor, materials, machinery, furnishingsand equipment as payable to contractors, builders and materialmen in connection with theacquisition, furnishing and equipping of the Project, the costs of insurance and any othercosts incurred by the Authority pursuant to this Agreement during the ConstructionPeriod and capitalized interest on the Project Bonds during the Construction Period;

(c) the cost of the title insurance policies specified in Article V of thisAgreement;

(d) expenses of administration, supervision and inspection properly

chargeable to the Project, underwriting expenses, rating agency fees, financial advisoryfees, legal fees and expenses, fees and expenses of accountants and other consultants, publication and printing expenses, and initial fees and expenses of the Trustee and thePaying Agent to the extent that said fees and expenses are necessary or incident to theissuance and sale of the Project Bonds or to the acquisition, planning, construction,equipping and improvement of the Project;

(e) all other items of expense not elsewhere specified in this definition as may be necessary or incident to (i) the authorization, issuance and sale of the Project Bonds,(ii) the acquisition, planning, construction, equipping and improvement of the Project,and (iii) the financing thereof; and

(f) reimbursement to the Authority or those acting for it for any of the above-enumerated costs and expenses incurred and paid by them before or after the execution ofthis Agreement.

“Project Documents” shall have the meaning ascribed for such term in Section 3.4 of thisAgreement.


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“Project Equipment” means the items of machinery, equipment or other personal propertyused in connection with the construction and development of the Project pursuant to the

provisions hereof, and all replacements thereof and substitutions therefor made pursuant to thisAgreement.

“Project Improvements” means all of the improvements including all buildings,structures, improvements and fixtures located on or to be purchased, constructed and otherwiseimproved on the Project Site pursuant to Article III hereof, and all additions, alterations,modifications and improvements thereof made pursuant to this Agreement.

“Project Indentures” means, collectively, the State Indenture and the City Indenture.

“Project Site” means all of the real estate or interest therein acquired from time to time pursuant to the provisions hereof which may include the real estate described in Exhibit Aattached hereto and by this reference made a part hereof.

“Rebate Funds” means, collectively, any Rebate Fund created under a Project Indenture.

“Registered Owner” means the registered owner of any Project Bond or Project Bonds.

“Site Costs” means all Project Costs for the acquisition of land, demolition, grading, soiltesting, site preparation, architectural and engineering fees, construction management fees, costsof insurance, all costs incurred by the Authority pursuant to this Agreement during theConstruction Period, and any other preconstruction Project Costs.

“Sponsor Payment Date” means any date on which Sponsor Payments are due as set forthin Exhibit C hereto, as provided in Section 4.7 hereof.

“Sponsor Payments” means, collectively, the City Payments and the State Payments.

“State” means the State of Missouri, and its successors and assigns.

“State Bonds” means any Authority Bonds supported by the State Obligations issuedhereafter pursuant to a State Indenture.

“State Financing Amount” means the amounts to be appropriated by the State in eachFiscal Year during the Agreement Term as set forth in Exhibit C hereto, as provided in Section4.6 hereof.

“State Indenture” means a Trust Indenture to be entered into between the Authority and

the Trustee, pursuant to which State Bonds will be issued, as from time to time amended andsupplemented in accordance with the provisions thereof.

“State Obligations” shall have the meaning ascribed for such term in Section 4.9 of thisAgreement.

“State Payments” means the payments to be made by the State in each year during theAgreement Term as set forth in Exhibit C hereto, as provided in Section 4.6 hereof.


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“Trust Estate” means the Trust Estate described in the Granting Clauses of the ProjectIndentures.

“Trustee” means a trustee to be designated by the Authority and reasonably approved bythe State and City, and any successor or successors and any other corporation or association

which at the time may be substituted in its place pursuant to and at the time serving as Trusteeunder the Project Indentures.

Section I.2. Rules of Construction .

(a) Words of the masculine gender shall be deemed and construed to includecorrelative words of the feminine and neuter gender. Unless the context shall otherwise indicate,words importing the singular number shall include the plural and vice versa. Words importing

persons shall include firms, associations, partnerships and corporations, including public bodies,as well as natural persons.

(b) All references in this instrument to designated “Articles”, “Sections” and othersubdivisions are to the designated Articles, Sections and other subdivisions of this instrument asoriginally executed. The words “herein”, “hereof” and “hereunder” and other words of similarimport refer to this Agreement as a whole and not to any particular Article, Section or othersubdivision unless the context indicates otherwise.

(c) The table of contents hereto and the headings and captions herein are not a part ofthis document.

(d) Accounting terms used herein and not otherwise defined herein or in the ProjectIndentures shall have the meaning ascribed to them by generally accepted accounting principles.

(e) References herein to any particular section of the Act, any other legislation orFederal or State regulations shall be deemed to refer also to any successor section thereto or toredesignations thereof for codification purposes.

ARTICLE IIREPRESENTATIONS

Section II.1. Representations by the Authority . The Authority represents to each ofthe Sponsors that:

(a) Pursuant to the Act, the Authority is declared to be and is performing a publicfunction and is existing under laws of the State with lawful power and authority to execute,deliver and perform the terms and obligations of this Agreement. Accordingly, this Agreementconstitutes the legal, valid and binding obligation of the Authority, enforceable in accordancewith its terms.

(b) The Agreement Resolution has been duly adopted by the Authority and the samehas not been modified, amended or repealed.


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(c) The execution and delivery of this Agreement by the Authority will not result in a breach of any of the terms of, or constitute a default under, any indenture, mortgage, deed oftrust, lease or other agreement or instrument to which the Authority is a party or by which it orany of its property is bound or its bylaws or any of the constitutional or statutory rules orregulations applicable to the Authority or its property.

Section II.2. Representations by the State . The Office of Administration represents tothe Authority and the City that:

(a) The Office of Administration is a department of the State, duly created andexisting under the laws of the State.

(b) The Office of Administration has lawful power and authority to execute, deliverand perform the terms and obligations of this Agreement on behalf of the State, and has beenduly authorized to execute, deliver and perform this Agreement, acting by and through its dulyauthorized officers; and this Agreement is the legal and valid obligation of the State.

(c) The execution and delivery of this Agreement by the Office of Administration on behalf of the State will not result in a breach of any of the terms of, or constitute a default under,any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Stateis a party or by which it or any of its property is bound or any of the constitutional or statutoryrules or regulations applicable to the State or its property.

Section II.3. Representations by the City . . The City represents to the Authority andthe State that:

(a) The City is a municipal corporation and political subdivision of the Stateorganized and existing under its charter and the constitution and laws of the State.

(b) The City has lawful power and authority to execute, deliver and perform thisAgreement and to carry out its obligations hereunder and by all necessary action of its Board ofAldermen has been duly authorized to execute, deliver and perform this Agreement, acting byand through its duly authorized officers; and this Agreement is the legal and valid obligation ofthe City.

(c) The execution and delivery of this Agreement by the City will not conflict with orresult in a breach of any of the terms of, or constitute a default under, any indenture, mortgage,deed of trust, lease or other agreement or instrument to which the City is a party or by which it orany of its property is bound or any of the constitutional, statutory or charter rules or regulationsapplicable to the City or its property.

ARTICLE IIIPRIVATE FUNDING CONTINGENCY; AGREEMENT TO ISSUE PROJECT BONDS;

USE OF PROCEEDS

Section III.1. Private Funding Contingency . The Authority currently estimates thatthe total Project Costs will be approximately $1,000,784,756, as more particularly shown on theProposed Project Sources and Uses attached hereto as Exhibit D and incorporated herein by


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reference. It is the express intent of the Authority, the State and the City that their public funding pursuant to this Agreement, including pursuant to Article IV hereof, be committed to the Projectonly upon the binding commitment of the NFL and the NFL Team to also fund not less than$450,000,000 of the Project (representing not less than $250,000,000 from the NFL Team andnot less than $200,000,000 from the G4 program administered by the NFL or other sources) as

shown on Exhibit D. Notwithstanding anything to the contrary, the issuance of the ProjectBonds and the performance of the State and the City under this Agreement shall be expresslycontingent upon the receipt of evidence of the satisfaction of all of the following conditions (the“Private Funding Contingency”) by ____________, 2017 to the reasonable satisfaction of the

parties hereto:

(a) The NFL irrevocably commits to a contribution from the NFL G4 program (orfrom other funds) for the Project of not less than $200,000,000;

(b) The NFL Team signs a lease, sublease or other binding commitment (the “NFLTeam Lease”) to play NFL football games in the sports facility constructed as part of the Projectfor a term of not less than 30 years or the term of the Project Bonds, whichever is longer;

(c) The NFL Team signs a binding and enforceable non-relocation agreement withthe Authority that includes specific performance and injunctive relief provisions, pursuant towhich (A) the NFL Team will irrevocably and unconditionally commit and guarantee to play allits home pre-season, regular season, and post-season games at the Project for a term of not lessthan 30 years (subject to a limited number of NFL-approved neutral site games and othercustomary exceptions), and (B) the NFL Team will be required to maintain its membership in the

NFL during such term and will be prohibited from (1) relocating from the City, (2) applying tothe NFL to transfer to another location outside of the City, (3) entering into or participating inany negotiations or discussions with, or applying for, or seeking approval from, third parties withrespect to any agreement, legislation, or financing that contemplates or would be reasonablylikely to result in, any breach of the non-relocation agreement, and (4) terminating the non-relocation agreement during the term of the NFL Team Lease;

(d) The NFL Team irrevocably commits to a contribution of not less than$250,000,000 for the Project;

(e) The Authority receives proceeds from the sale of seat licenses or from other fundsfor the Project in an amount of not less than $160,000,000;

(f) The final closing of any financing transactions necessary to effectuate (a)-(e)above; and

(g) The delivery of certifications from the Authority and the Sponsors (or theirauthorized representatives) acknowledging the satisfaction of the Private Funding Contingencyin all respects.

Section III.2. Authority’s Agreement to Issue Project Bonds . Subject to thesatisfaction of the Private Funding Contingency provided in Section 3.1 hereof, the Authorityhereby agrees to issue the Project Bonds as provided in the Project Indentures to provide funds


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for the payment of the Project Costs. The Authority may authorize the issuance of additional bonds (“Additional Bonds”) from time to time as provided in the Project Indentures.

Section III.3. Use of Proceeds of the Project Bonds . The proceeds of the sale of theProject Bonds shall be deposited with the Trustee and applied as provided in the Project

Indentures and in this Agreement to finance the Project Costs, to defease certain existing bondsand to pay the expenses of issuance of the Project Bonds.

Section III.4. Project Documents . The Authority is authorized to execute and performthe following documents as deemed appropriate in its reasonable judgment, subject to the termsof this Agreement, and the Authority will maintain at its principal office copies of the followingdocuments as and when the same are available:

(a) All preliminary and final Plans and Specifications with respect to the Project (theAuthority agrees to maintain the final versions of such preliminary Plans and Specifications assuch final versions become available and in any event by such time as work is commenced onthe portion of the Project to which such Plans and Specifications relate) (collectively, the “Plansand Specifications”);

(b) Appropriate permits for the acquisition, construction and equipping of the Project,if required, from any governmental agency as may be necessary for such work;

(c) All Construction Manager’s and general contractor’s contracts for the Project andall prime subcontractor’s contracts and purchase orders for any equipment included in the Project(the “Construction Contracts”);

(d) Performance and payment bonds insuring the Authority and the Trustee as theirrespective interests may appear against all delays in completion of all Construction Contracts,

against failure timely to complete the Project in accordance with the Plans and Specifications,and against claims for payment to cover labor and material used or reasonably required for use inthe performance of the Construction Contracts; and

(e) Project permits and associated construction-related activities shall be processedthrough the usual City permitting and approval processes, with a City-approved minority

participation plan;

(said documents referred to above in this Section being herein collectively called the “ProjectDocuments”).

Section III.5. Changes or Amendments to Project Documents . The Authority maymake, authorize or permit such changes or amendments to the Project Documents as theAuthority may reasonably determine necessary or desirable, and provided that no such change oramendment of a material nature shall be made unless there are delivered to the Authority thefollowing certificates: (a) the Independent Architect shall certify that the proposed changes oramendments will not materially alter the size, scope or character of the Project or impair thestructural integrity or utility of the Project, and (b) the Construction Manager shall certify thatthe proposed changes or amendments will not cause the total estimated cost to complete theProject to exceed the amount on deposit in the Construction Fund (plus a reasonable estimate of


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investment income thereon and on other Funds and Accounts established under the ProjectIndentures, held by the Trustee and to be deposited in the Construction Fund, determined

pursuant to Section 3.11 hereof).

Section III.6. Enforcement of Contracts and Surety Bonds . In the event of a material

default of any contractor or subcontractor under any Construction Contract or any other contractmade in connection with the Project, or in the event of a material breach of warranty with respectto any materials, workmanship or performance, the Authority will promptly proceed, eitherseparately or in conjunction with others, to pursue diligently the remedies of the Authorityagainst the contractor or subcontractor in default, against the appropriate vendor in the event of amaterial breach of warranty, and against any surety on a bond securing the performance of suchcontract. Any amounts recovered by way of damages, refunds, adjustments or otherwise inconnection with the foregoing, after deduction of expenses incurred in such recovery and afterreimbursement to the Authority of any amounts theretofore paid by the Authority and not

previously reimbursed to the Authority for correcting or remedying of the default or breach ofwarranty which gave rise to the proceedings against the contractor, subcontractor or surety, shall

be deposited by the Authority into the Construction Fund if received before the Completion Dateand otherwise shall be deposited in the Bond Funds pursuant to the Project Indentures as

provided in Section 10.4 of this Agreement.

Section III.7. Agreement to Commence and Complete Construction of the Project .Subject to the satisfaction of the Private Funding Contingency provided in Section 3.1 hereof:

(a) The Authority agrees to cause the acquisition, construction and equipping of theProject to be: i) commenced within ____ (__) months from the satisfaction of the PrivateFunding Contingency and thereafter diligently and continuously prosecuted; and ii) completedwith reasonable dispatch but in no event later than four (4) years from satisfaction of the PrivateFunding Contingency. The Authority agrees to obtain such title or interest in the Project as willenable the Authority to operate such Project for the purpose for which it was constructed and tocarry out the purposes of the Project under the Act and to provide from moneys in theConstruction Fund and from other legally available moneys, if any (including its own funds ifrequired and available) all moneys necessary to complete the Project substantially in accordancewith the Plans and Specifications.

(b) The Authority, the State and the City acknowledge that the funds generated by theProject Bonds are not expected to pay for all costs related to the completion of the Project, andthat additional funds will be required from private participants and as otherwise described onExhibit D hereto. The Authority agrees to use its best efforts to obtain moneys directly from the

NFL, the NFL Team and as otherwise described on Exhibit D hereto from other lawfully

available sources, in an amount sufficient to pay the amount needed for completion of the Projectand transfer the same to the Trustee for deposit in the Construction Fund. The Authoritycovenants that any moneys received from any other source which are properly designated(whether by such source, by the Authority or in some other manner) for the acquisition,construction or equipping portions of the Project shall be deposited to the credit of theConstruction Fund.


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(c) Notwithstanding anything to the contrary, in the event the moneys on deposit inthe Construction Fund (together with other funds legally available to the Authority for theProject, if any) are determined by the Authority at any time to be insufficient to pay for thecompletion of the acquisition, construction and equipping of the Project, the Authority agrees tomodify the Project to include only those components and be of such design as can be completed

with the aforesaid amounts.(d) If the Authority cannot obtain moneys sufficient to pay the amount of such

deficiency and the Construction Manager certifies in writing to the Authority that the Projectcannot be modified so that the Project Costs can be paid with the moneys available or that aFixed Price Construction Contract cannot be obtained for the Project, the Authority shallimmediately terminate the acquisition, construction and equipping of the Project and shall directthe Trustee to transfer all moneys on deposit in the Construction Fund and the Expense Fund tothe Bond Funds pursuant to the Project Indentures as provided in Section 10.4 of this Agreement.

(e) The Authority agrees to pay or cause to be paid to the City upon request the sumof $700,000 which the City will deposit in the Riverfront Stadium Public Works Accountestablished in Section Five of Ordinance ___________ (Board Bill #______). The City willutilize the amounts on deposit in such account solely for the design, installation and performanceof certain public works related to the Project which are contemplated by and/or consistent withthe Plans and Specifications, to wit: vacation, removal and/or reconstruction of public rights ofway and City-provided utilities necessary for the Project (the “Public Infrastructure Work”),which Public Infrastructure Work is hereby authorized and approved. Such Public InfrastructureWork shall be done using materials specified by the City's Board of Public Service, and inaccordance with detailed plans and specifications finally adopted and approved by the City'sBoard of Public Service before bids are advertised therefor. The City's Board of Public Serviceshall cause the Public Infrastructure Work to be performed in accordance with its customary

procedures.

(f) The Authority shall cause the Project to comply with all applicable federal, stateand local laws and executive orders regarding contracting, hiring and employment, includingapplicable executive orders setting reasonable goals for minority and women owned business

participation and minority hiring, including, but not limited to, the Mayor’s Executive Orders#28, #46 and #47, and Ordinance Nos. 68412 and 69427 establishing apprenticeship training,workforce diversity, and city resident programs, all as may be amended as of the date of thisAgreement. The City shall be afforded reasonable access to monitor compliance with such goals,and the Authority and the City shall consider the formation of an oversight committee to ensurecompliance with such goals and to report its findings to the Board of Alderman of the City. TheAuthority shall cooperate with the City to provide continued support for the City’s effortsregarding contracting with minority and women owned businesses for the construction andoperation of the Project, including possible financial, accounting, and/or legal support, during theAgreement Term.

Section III.8. Payment for Project Costs .

(a) General. Only Project Costs shall be paid by the Trustee from moneys in theConstruction Fund. The Authority hereby authorizes and directs the Trustee to make


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disbursements from the Construction Fund upon receipt by the Trustee of requisitions signed bythe Authorized Authority Representative. Requisitions from the Construction Fund shall be insubstantially the form attached hereto as Exhibit B-1. The aggregate amount of suchdisbursements shall not exceed $___________ until there is delivered to the Trustee a writtencertificate of the Authorized Authority Representative and the Construction Manager that a Fixed

Price Construction Contract has been awarded for the Project, and thereafter the requisitionsshall be in substantially the form attached hereto as Exhibit B-2.

No money shall be disbursed from the Construction Fund for the acquisition of theProject Site until the Trustee receives the title insurance policy required by Section 5.3 hereof.After the Trustee receives the title insurance policy required by Section 5.3 hereof, no additionalmoney shall be disbursed from the Construction Fund until the Trustee receives an endorsementupdating the title insurance policy and insuring the total amount of the Construction Fund thendisbursed against filed and unfiled mechanics’ and materialmen’s liens for all work in place andmaterials stored to the date of the requisition, together with a continuation report, stating thatsince the date of the title commitment or policy or since the date of the last precedingcontinuation report, no liens or encumbrances have been recorded, and no taxes, assessments orother charges of whatever nature have become due and that there are no additional titleexceptions or objections.

The Authority will maintain at its principal office copies of lien waivers, affidavits, paidinvoices and reasonably related back-up data required for such requisitions and the Trustee willmaintain at its principal corporate trust office copies of the title insurance policy andendorsements thereto required for such requisitions.

(b) Trustee May Rely. Upon receipt of requisition certificates properly completed asaforesaid, accompanied by appropriate documentation, the Trustee will, at the direction of theAuthority, disburse moneys from the Construction Fund directly to the appropriate payees or tothe Authority for the payment of all such costs. The Trustee may rely conclusively on any suchdocumentation and shall not be required to make any independent investigation in connectiontherewith.

Section III.9. Establishment of Completion Date . The Completion Date shall beevidenced to the Trustee by a certificate signed by the Authorized Authority Representative andstating (i) that the acquisition, planning, construction, equipping and improvement of the Projecthas been completed in accordance with the Project Documents, (ii) that all costs and expensesincurred in the acquisition, planning, construction, equipping and improvement of the Projecthave been paid except costs and expenses the payment of which is not yet due or is beingretained or contested in good faith by the Authority, and (iii) amounts to be retained by the

Trustee with respect to item (ii) above. Notwithstanding the foregoing, such certificate shallstate that it is given without prejudice to any rights against third parties which exist at the date ofsuch certificate or which may subsequently come into being.

Section III.10. Surplus in the Construction Fund . Upon receipt of the certificatedescribe in Section 3.9 hereof, the Trustee shall transfer any remaining moneys then in theConstruction Fund (other than amounts to be retained pursuant to Section 3.9(ii)) to the BondFunds pursuant to the Project Indentures as provided in Section 10.4 of this Agreement to be


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applied by the Authority solely to (a) the payment of principal and premium, if any, of theProject Bonds through the payment or redemption thereof at the earliest date permissible underthe terms of the Project Indentures, or (b) at the option of the Authority, to the purchase ofProject Bonds at such earlier date or dates as the Authority may elect. Project Bonds shall beredeemed or purchased on a pro rata basis between the State Bonds and City Bonds.

Section III.11. Determining Amounts in the Construction Fund . The ConstructionManager shall provide the Trustee with a construction draw schedule and amendments to suchschedule as necessary from time to time. Amounts available or reasonably projected to beavailable in the Construction Fund shall be computed assuming that all construction draws aremade on the dates specified in the construction draw schedule and that investments held in theConstruction Fund or in other funds whose earnings are deposited in the Construction Fund areinvested at the stated rate of such current investments until maturity or earliest call date and atthe contracted rate, if any, for any future reinvestments. No investment earnings shall beassumed on moneys which have not (i) been invested or (ii) been contracted for investment. TheConstruction Manager may rely on (i) a certificate of the Trustee as to the amounts available orreasonably projected to be available, to the extent determinable, in the Construction Fund, andthe Trustee is hereby authorized to release such information to the Construction Manager, or (ii)a certificate of the Authority as to the amounts available or reasonably projected to be availablein the Construction Fund, provided that the accuracy of the calculation of such projectedamounts shall be certified by an independent accountant.

ARTICLE IVLEASE AND PAYMENT PROVISIONS

Section IV.1. Granting of Leasehold Estate to Sponsors . The Authority hereby rents,leases and lets the Project to the Sponsors, and the Sponsors hereby rent, lease and hire theProject from the Authority, for the rentals and upon and subject to the terms and conditionsherein contained.

Section IV.2. Subleasing of Project to Authority . The Sponsors hereby rent, subleaseand relet the Project to the Authority, and the Authority hereby rents, subleases and rehires theProject from the Sponsors upon and subject to the terms and conditions herein contained. TheAuthority covenants and agrees to plan, construct, operate and maintain the Project as herein

provided. The Authority further covenants and agrees to use its best efforts to obtain themaximum use and occupancy of the Project for NFL football and for all types of sports,recreation and other legal uses. The Authority and the Sponsors agree that such use andoccupancy of the Project will carry out the public purposes of the Sponsors by promoting sportsactivity and tourism, increasing and creating jobs, and generating additional taxes for the use and

benefit of the Sponsors and their citizens. During the Agreement Term, to further such public purposes, upon the reasonable request of the City the Authority shall permit use of the Project,free of charge, for certain amateur or collegiate sporting events promoted by the City (e.g. select

public high school football games or the St. Louis Gateway Classic football game). TheAuthority covenants and agrees that it will not enter into any binding commitment or agreement,including, but not limited to the NFL Team Lease, with the NFL Team to play NFL Footballgames in the sports facility constructed as part of the Project unless a minimum of two of theCity-appointed Commissioners of the Authority appointed pursuant to Section 67.652 RSMo.


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have voted in favor of the NFL Team Lease or such other binding commitment or agreement.The Authority further covenants and agrees that that the term of any NFL Team Lease or suchother binding commitment or agreement with the NFL Team to play NFL Football games in thesports facility constructed as part of the Project, must not expire prior to the termination of theCity’s payment obligations hereunder.

Section IV.3. Term of Agreement . This Agreement shall be effective on the datehereof but the obligations of the parties hereto are contingent upon satisfaction of the terms ofSection 3.1 hereof. Once the terms of Section 3.1 hereof have been met this Agreement shallcontinue in force and effect until terminated pursuant to Section 4.11 hereof.

Section IV.4. Bond Payments . The Authority will duly and punctually pay the principal of, premium, if any, and interest on the Project Bonds at the dates and the places and inthe manner mentioned in the Project Bonds and in the respective Project Indentures, according tothe true intent and meaning thereof and hereof, but solely out of the Base Rental Payments andother sources of funds specified herein and in the respective Project Indentures.

Section IV.5. Additional Payments . The Authority shall pay, but only out of moneysin the Expense Fund, the following items to the following persons as additional payments (the“Additional Payments”) under this Agreement:

(a) To the Trustee, all rebate payments required pursuant to the Project Bonds, to theextent such amounts are not available to the Trustee in the respective Rebate Funds or otherfunds and accounts held under the respective Project Indentures;

(b) To the Trustee when due, all reasonable fees of the Trustee for services renderedunder the Project Indentures and all reasonable fees and reasonable charges of any paying agent,registrar, counsel, accountants, engineers and other persons incurred in performance of services

on request of the Trustee and such other persons under the Project Indentures for which theTrustee and other persons are entitled to payment or reimbursement;

(c) All ongoing annual fees and charges and all reasonable expenses incurred by theAuthority in relation to the transactions contemplated by this Agreement and the ProjectIndentures, including all fees and charges of the Authority as provided for under the Act and theoperating expenses of the Authority, including the Authority’s costs of performing its obligationshereunder and under the Project Indentures; and

(d) An amount which at any time, when added to the balance remaining at any time ineach of the Bond Reserve Funds, is necessary and sufficient to maintain each of the Bond

Reserve Funds at the applicable Bond Reserve Requirement, such moneys to be deposited in therespective Bond Reserve Funds at the Authority’s direction. All deposits to the Bond ReserveFunds shall be used and applied by the Trustee in the manner and for the purposes set forth in theapplicable Project Indenture.

Section IV.6. Sponsors’ Covenants to Cooperate Regarding Issuance of ProjectBonds and to Request Appropriations .


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for such purposes. It is the intention of the City that the decision to appropriate the CityFinancing Amount to provide financing for the Project pursuant to this Agreement shall be madesolely by the Board of Aldermen and not by any other official of the City except subject to the

power of the Mayor of the City to approve or disapprove ordinances. The City presently expectsto, in each Fiscal Year of the City during the Agreement Term, appropriate funds for the City

Financing Amount so that the City Financing Amount to be paid during the succeeding FiscalYear will be available for such purposes. The City shall deliver written notice to the Trustee andthe Authority of any Event of Non-Appropriation no later than July 15 of the applicable year.

(e) City Event Day Tax Revenues Reimbursement Amount. Pursuant to Section70.220(1) RSMo., which authorizes the City to cooperate with private parties in support of thedevelopment and operation of public facilities, the City hereby commits, subject to annualappropriation, to pledge Event Day Tax Revenues for reimbursement to the NFL Team or anaffiliate during the term of the NFL Team Lease. The City covenants and agrees that the City’sBudget Director, or any other officer at any time charged with responsibility of formulating

budget proposals, is hereby directed to include in the budget proposals submitted to the Board ofEstimate and Apportionment, and to the extent permitted by law, to the Board of Aldermen ofthe City, in any year during the Agreement Term, a request or requests for the Event Day TaxRevenues as set forth below. The first such request will be submitted and appropriated underapplicable law for the Fiscal Year in which the NFL Team begins playing games at the Project.Subsequent requests for appropriations shall be made in each Fiscal Year thereafter so that theEvent Day Tax Revenues to be paid during the succeeding Fiscal Year will be available for such

purposes. It is the intention of the City that the decision to appropriate the Event Day TaxRevenues pursuant to this Agreement shall be made solely by the Board of Aldermen and not byany other official of the City except subject to the power of the Mayor of the City to approve ordisapprove ordinances. The City presently expects to, in each Fiscal Year of the City during the

NFL Team Lease, appropriate funds for the Event Day Tax Revenues so that the Event Day TaxRevenues to be paid during the succeeding Fiscal Year will be available for such purposes. TheCity shall deliver written notice to the Trustee and the Authority of any Event of Non-Appropriation no later than July 15 of the applicable year. Notwithstanding anything to thecontrary, the Event Day Tax Revenues Amount shall be payable solely out of amounts equal tothe applicable Event Day Tax Revenues.

(f) Maximum City Bonds Amount. Notwithstanding Sections 4.6 (e) and (f) of thisAgreement or any other provision of this Agreement to the contrary, City Payments shall belimited to the total amount necessary to service the City Bonds and pay the Event Day TaxRevenues Reimbursement Amounts. Notwithstanding other provision of this Agreement to thecontrary, the City reserves the right to use economic incentive programs such as communityimprovement districts, transportation development districts and/or other programs availableunder Missouri law, exclusive of the actual Stadium and parking controlled by the NFL Team.

Nothing in this agreement shall be construed to permit the use of tax abatement within theProject area or any reduction in entertainment license tax rates pursuant to Chapter 8.08 of theCity Code.

Section IV.7. Sponsor Payments; Contingency .


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(a) Subject to the terms of this Agreement, the State covenants and agrees to makethe State Payments to the Trustee at its principal corporate trust office for the account of theAuthority during the Agreement Term on or before 11:00 A.M., Trustee’s local time, in theamount and on the Sponsor Payment Dates as shown on Exhibit C. All State Payments shall bedeposited by the Trustee in accordance with the provisions of the State Indenture and shall be

used and applied by the Trustee in the manner and for the purposes set forth in the StateIndenture.

(b) Subject to the terms of this Agreement, the City covenants and agrees to make theCity Payments to the Trustee at its principal corporate trust office for the account of theAuthority during the Agreement Term on or before 11:00 A.M., Trustee’s local time, in theamount and on the Sponsor Payment Dates as shown on Exhibit C. All City Payments shall bedeposited by the Trustee in accordance with the provisions of the City Indenture and shall beused and applied by the Trustee in the manner and for the purposes set forth in the CityIndenture.

(c) Notwithstanding anything to the contrary contained herein, in the event that, priorto the issuance of the initial series of Project Bonds, the State fails to comply with the covenantscontained in Section 4.6 of this Agreement (including any failure to approve or issue any taxcredits described therein), the City shall thereafter have no obligation to make any City Paymentshereunder.

Section IV.8. Limited Obligations . The obligations of the State and the City under thisAgreement are subject to annual appropriation as provided herein. Neither the obligations of theState or the City with respect to such payments nor the Project Bonds will constitute a debt orliability of the State or the City or of any agency or political subdivision of any of them withinthe meaning of any State constitutional provision or statutory limitation and shall not, directly,indirectly or contingently, obligate the Office of Administration, the State, or the City or anyagency or political subdivision of any of them to levy any form of taxation therefor or to makeany payments beyond those appropriated with respect to this Agreement for each respectiveSponsor’s then-current Fiscal Year.

Section IV.9. Assignment of Authority’s Rights . Under the State Indenture, theAuthority will, as additional security for the State Bonds, assign, transfer, pledge and grant asecurity interest to the Trustee in the State Payments and other moneys received by the Authorityhereunder and directed to be deposited by the Authority with the Trustee under the StateIndenture (the “State Obligations”). The Trustee is hereby given the right to enforce either

jointly with the Authority or separately, the performance of the State Obligations. The Statehereby consents to the same and agrees that the Trustee may enforce such rights as provided in

the State Indenture and the State will cause payments required hereunder to be made directly tothe Trustee. This Agreement recognizes that the Trustee is a third party creditor-beneficiaryhereof with respect to the State Obligations.

Under the City Indenture, the Authority will, as additional security for the City Bonds,assign, transfer, pledge and grant a security interest to the Trustee in the City Payments and othermoneys received by the Authority hereunder and directed to be deposited by the Authority withthe Trustee under the City Indenture (the “City Obligations”). The Trustee is hereby given the


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(iii) ________ __, 2051, which date constitutes the last day of the AgreementTerm, or such later date as all State Payments or City Payments, as the case may be, requiredhereunder are paid by the respective Sponsor.

(b) The Agreement Term shall again commence notwithstanding termination

pursuant to (a)(i) above for a Sponsor if such Sponsor appropriates all amounts required at thetime to be appropriated pursuant to Section 4.6 and pays all Sponsor Payments of such Sponsorrequired at the time to have been paid, in each instance without regard to any termination of theAgreement Term with respect to such Sponsor, plus any additional amount required sufficient toreimburse the Authority and the Trustee for all amounts advanced or incurred by the Authorityand the Trustee due to such Sponsor’s Event of Non-Appropriation as provided in Section 8.5hereof and to cause the amounts on deposit in each of the funds and accounts created pursuant tothe applicable Project Indenture to at least equal the amounts which would have otherwise beenon deposit therein at the time of such payment if such Event of Non-Appropriation had notoccurred, exclusive of lost investment earnings.

(c) The Agreement Term shall terminate on the date on which all Project Bonds are paid or deemed to be paid as provided in the Project Indentures, or as set forth in Section 3.1hereof.

Section IV.12. Covenants Regarding Termination Agreement Term . Termination ofthe Agreement Term with respect to a Sponsor shall terminate all rights and obligations of suchSponsor under this Agreement.

The Sponsors and the Authority covenant and agree that termination of the AgreementTerm with respect to one Sponsor shall not terminate the Agreement Term with respect to theother Sponsor and that the rights and obligations of the other Sponsor and the Authority pursuantto this Agreement shall continue.

Section IV.13. Obligations of Sponsors Absolute and Unconditional .

(a) The obligations of each of the Sponsors under this Agreement to make SponsorPayments during the Agreement Term on or before the date the same become due, and to

perform all of their respective other obligations, covenants and agreements hereunder shall,subject to the provision of subsection (b) hereof, be absolute and unconditional, without noticeor demand, and without abatement, deduction, set-off, counterclaim, recoupment or defensewhatsoever, whether now existing or hereafter arising, and irrespective of whether the Projectshall have been started or completed, or whether the Authority’s title thereto or to any partthereof is defective or nonexistent, or whether any other Sponsor or the Authority is in default or

has failed to perform any obligations hereunder, and notwithstanding any damage to, loss, theftor destruction of the Project or any part thereof, any failure of consideration, the taking byeminent domain of title to or of the right of temporary use of all or any part of the Project, legalcurtailment of such Sponsor’s or any other Sponsor’s use thereof, the eviction or constructiveeviction of such Sponsor or any other Sponsor, any change in the tax or other laws of the UnitedStates of America, the State or any political subdivision thereof, any change in the Authority’slegal organization or status, or any default of the Authority or any Sponsor hereunder, and


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regardless of the invalidity of any action of the Authority or any Sponsor, and regardless of theinvalidity any portion of this Agreement.

(b) Notwithstanding any provision or covenant contained in this Agreement, theProject Indentures or the Project Bonds, the Authority shall be solely responsible for the risk of

any costs overruns with regards to the Project and no Sponsor shall be obligated to (i)appropriate moneys or to pay Sponsor Payments beyond the end of the Fiscal Year in effect at agiven time with respect to such Sponsor, or (ii) to make any Sponsor Payments in excess of theamounts expressly set forth in this Agreement. No Sponsor shall be under any obligation to levyany taxes in order to raise revenues to pay such Sponsor Payments.

(c) Nothing in this Agreement shall be construed to release the Authority from the performance of any agreement on its part herein contained or as a waiver by any Sponsor of anyrights or claims which such Sponsor may have against the Authority under this Agreement orotherwise, but any recovery upon such rights and claims shall be had from the Authorityseparately, it being the intent of this Agreement that each of the Sponsors shall beunconditionally and absolutely obligated to perform fully all of its obligations, agreements andcovenants under this Agreement for the benefit of the Holders of the respective series of ProjectBonds. Any Sponsor may, however, at its own cost and expense and in its own name or in thename of the Authority, prosecute or defend any action or proceeding or take any other actioninvolving third persons which such Sponsor deems reasonably necessary in order to secure or

protect its right of possession, occupancy and use hereunder, and in such event the Authorityhereby agrees to cooperate fully with such Sponsor and to take all action necessary to effect thesubstitution of such Sponsor for the Authority in any such action or proceeding if such Sponsorshall so request.

ARTICLE VMAINTENANCE, TAXES AND INSURANCE

Section V.1. Maintenance, Repairs and Utilities .

(a) The Authority shall throughout the Agreement Term and at its own expense (i)keep and maintain the Project and all parts thereof in good repair and operating condition,making from to time all necessary repairs thereto and renewals and replacements thereof, and (ii)keep the Project and all parts thereof in safe condition and free from filth, nuisance or conditionsunreasonably increasing the danger of fire.

(b) The Authority shall contract in its own name and pay for all utilities and utilityservices used by the Authority in, on or about the Project, and the Authority shall, at its sole cost

and expense, procure any and all permits, licenses or authorizations necessary in connectiontherewith.

(c) The City and State shall have no obligation to provide any funding for theoperations or maintenance of the Project. However the City and the State, if requested, willsupport the Authority in finding funding to assist with operations and maintenance of the Project,including but limited to, the creation of a Community Improvement District and/or


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Transportation Improvement District for the Project Site, with each district having the power toimpose a sales tax up to one (1) percent.

Section V.2. Taxes, Assessments and Other Governmental Charges . The Authorityshall promptly pay and discharge, as the same become due, all taxes and assessments, general

and special, and other governmental charges of any kind whatsoever that may be lawfully taxed,charged, levied, assessed or imposed upon or against or be payable for or in respect of theProject, or any part thereof or interest therein (including the leasehold estate of the Sponsorstherein) or any buildings, improvements, machinery and equipment at any time installed thereon

by the Sponsors, or the income therefrom or Sponsor Payments and other amounts payable underthis Agreement, including any new taxes and assessments not of the kind enumerated above tothe extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes orassessments now customarily levied against real or personal property, and further including allutility charges, assessments and other general governmental charges and impositions whatsoever,foreseen or unforeseen, which if not paid when due would encumber the Authority’s title to theProject.

Section V.3. Title Insurance . The Authority will purchase from a company dulyqualified to issue such insurance in the State, an American Land Title Association owner’s

policy of title insurance, such policy to be at least in the amount of the principal amount of theProject Bonds at the time outstanding. Such policy shall provide for mechanics’ lien coverage(to the extent available from the insurer), access and zoning coverage and deletion of the surveyexception. A copy of said policy or commitment and endorsements or commitments thereforrequired by Section 3.8 hereof will be delivered to the Trustee by the Authority at the timesrequired in Section 3.8 hereof. The Net Proceeds of such policy shall be applied in accordancewith the provisions of Article VI of this Agreement.

Section V.4. Casualty Insurance .

(a) From and after the execution by the Authority of a Fixed Price ConstructionContract for the Project and delivery to the Trustee of the certificate described in Section 3.9hereof, the Authority shall at its sole cost and expense obtain and shall maintain throughout theAgreement Term, a policy or policies of insurance to keep the Project constantly insured againstloss or damage by fire, lightning, earthquake and all other risks covered by the extendedcoverage insurance endorsement then in use in the State in an amount equal to the Full InsurableValue thereof (subject to loss deductible clauses not in excess of $500,000). The Full InsurableValue of the Project shall be determined once every three years by an architect, contractor,appraiser, appraisal company or one of the insurers, to be selected and paid by the Authority.

Notwithstanding the foregoing, during the Construction Period, the Authority may provide, in

lieu of the insurance described above, builder’s risk insurance in the amount of the fullreplacement cost thereof (subject to loss deductible clauses not in excess of $500,000). Theinsurance required pursuant to this Section shall be maintained at the Authority’s sole cost andexpense, and shall be maintained with a generally recognized responsible insurance company orcompanies authorized to do business in the State. All such policies of insurance pursuant to thisSection, and all renewals thereof, shall name the Authority, the Sponsors and the Trustee asinsureds as their respective interests may appear, shall contain a provision that such insurancemay not be cancelled by the issuer thereof without at least 30 days’ advance written notice to the


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Authority, the Sponsors and the Trustee, and shall be payable to the Trustee as provided inArticle VI hereof.

(b) In the event of loss or damage to the Project, the Net Proceeds of casualtyinsurance carried pursuant to this Section shall be paid to the Trustee and shall be applied as

provided in Article VI of this Agreement.Section V.5. Public Liability Insurance .

(a) The Authority shall at its sole cost and expense maintain or cause to bemaintained at all times during the Agreement Term general accident and public liabilityinsurance (including but not limited to coverage for all losses whatsoever arising from theownership, maintenance, operation or use of any automobile, truck or other motor vehicle),under which the Authority, the Sponsors and the Trustee shall be named as insureds, properly

protecting and indemnifying the Authority, the Sponsors and the Trustee, in an amount not lessthan $1,000,000 for bodily injury (including death) and for property damage in any oneoccurrence or such greater amount as shall not be subject to sovereign immunity of theAuthority, but in no event greater than $10,000,000 (subject to reasonable loss deductible clausesnot to exceed $500,000). The policies of said insurance shall contain a provision that suchinsurance may not be cancelled by the issuer thereof without at least 30 days’ advance writtennotice to the Authority, the Sponsors and the Trustee.

(b) In the event of a public liability occurrence, the Net Proceeds of liabilityinsurance carried pursuant to this Section shall be applied toward the extinguishment orsatisfaction of the liability with respect to which such proceeds have been paid.

Section V.6. Worker’s Compensation Insurance . The Authority agrees throughout theAgreement Term to maintain or cause to be maintained, in connection with the Project, the

Worker’s Compensation coverage required by the laws of the State.

Section V.7. Blanket Policies of Insurance . The Authority may satisfy any of theinsurance requirements set forth in this Article by using blanket policies of insurance, providedthat the Authority complies with each and all of the requirements and specifications of thisArticle respecting insurance.

Section V.8. Insurance Certificate . From and after the delivery to the Trustee of thecertificate described in Section 3.9 hereof, and no later than each anniversary of the date of thisAgreement thereafter, the Authority shall provide to the Trustee certificates from the insurancecompanies which provide insurance coverage for the Authority (the “Insurance Certificate”) to

the effect that the insurance requirements of this Article have been satisfied and copies of allsuch insurance policies, or originals or certificates thereof, each bearing notations evidencing payment of the premiums, or other evidence of such payment; provided, evidence of theinsurance required by Section 5.3 hereof is not required until the Authority acquires any portionof the Project Site.

Section V.9. Authority’s Obligation Regarding Insurance Premiums . The Authorityshall cause to be segregated and set aside, on each anniversary of the date of this Agreementwhile the Project Bonds are outstanding, from its available funds, a sum equal (taking into


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account moneys previously segregated and set aside and not so used for such purpose) to (i) theamount of insurance premiums shown in the prior year’s Insurance Certificate plus (ii) anamount equal to 5% of such insurance premiums, which, if not otherwise paid as and when due,shall be used to pay all insurance premiums required by Article V hereof in order to keep in fullforce and effect all insurance policies described in the Insurance Certificate. On or the day

succeeding the delivery of the Insurance Certificate, the amount required to be segregated as provided herein shall be adjusted, if necessary, to reflect the actual amount of insurance premiums set forth in such Insurance Certificate.

ARTICLE VIDAMAGE, DESTRUCTION AND CONDEMNATION

Section VI.1. Damage and Destruction .

(a) If during the Agreement Term, the Project is damaged or destroyed, in whole or in part, by fire or other casualty, to such extent that the claim for loss (including any deductibleamount pertaining thereto) resulting from such damage or destruction is greater than $1,000,000,the Authority shall promptly notify the Trustee in writing as to the nature and extent of suchdamage or loss and whether it is practicable and desirable to rebuild, repair, restore or replacesuch damage or loss.

(b) If the Authority shall determine that such rebuilding, repairing, restoring orreplacing is practicable and desirable, and the Authority shall proceed promptly with andcomplete with reasonable dispatch such rebuilding, repairing, restoring or replacing of the

property damaged or destroyed so as to place the Project in substantially the same condition asexisted prior to the event causing such damage or destruction, with such changes, alterations andmodifications (including the substitution and addition of other property) as may be desired by theAuthority and as will not impair operating unity or productive capacity of the Project or the

character of the Project as suitable for the purposes of the Authority pursuant to the Act. In suchcase, any Net Proceeds of casualty insurance required under this Agreement and received withrespect to any such damage or loss to the Project, if such Net Proceeds exceeds $1,000,000, shall

be paid to the Trustee and shall be deposited into a separate account to be established in theConstruction Fund and if such Net Proceeds do not exceed $1,000,000, such Net Proceeds shall

be paid to the Authority. Such Net Proceeds shall be used and applied (i) in accordance with thedisbursement requirements of Section 3.8 hereof if required to be deposited in the ConstructionFund, and (ii) for the purpose of paying the cost of such rebuilding, repairing, restoring orreplacing such damage or loss. Any Net Proceeds remaining after completion of such rebuilding,repairing, restoring or replacing shall be deposited into the Bond Funds pursuant to the ProjectIndentures as provided in Section 10.4 hereof. If such Net Proceeds are not sufficient to pay in

full the costs of such replacement, repair, rebuilding or restoration, the Authority may elect torebuild, repair, restore or replace the Project only if the Authority shall have provided sufficientfunds to nonetheless complete the work thereof in excess of the amount of said Net Proceeds.

(c) If the Authority shall determine that rebuilding, repairing, restoring or replacingthe Project is not practicable or desirable, or there are insufficient funds for said purpose, any NetProceeds of casualty insurance required by Section 5.4 hereof and received with respect to anysuch damage or loss to the Project shall be paid into the Bond Funds pursuant to the Project


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Indentures as provided in Section 10.4 hereof and shall be used to redeem Project Bonds on theearliest possible redemption date or to pay the principal of any Project Bonds as the same

become due. The Authority agrees to be reasonable in exercising its judgment pursuant to thissubsection (c).

(d) The Sponsors shall not, by reason of the inability of the Sponsors or the Authorityto use all or any part of the Project during any period in which the Project is damaged ordestroyed, or is being repaired, rebuilt, restored or replaced, or by reason of the payment of thecosts of such rebuilding, repairing, restoring or replacing, be entitled to any reimbursement fromthe Authority, the Trustee or the Holders of the Project Bonds or any abatement or diminution ofthe Sponsor Payments payable by the Sponsors under this Agreement or of any other obligationsof the Sponsors or the Authority under this Agreement except as expressly provided in thisSection.

Section VI.2. Condemnation or Insured Deficiency of Title .

(a) If during the Agreement Term, (i) title to, or the temporary use of, all or any partof the Project shall be condemned by or be sold under threat of condemnation to any authority

possessing the power of eminent domain, or (ii) title to all or any part of the Project shall befound to be deficient or nonexistent, to such extent that the claim or loss resulting from suchcondemnation or loss of title is greater than $1,000,000, the Authority shall, within 90 days afterthe date of entry of a final order in any eminent domain proceedings granting condemnation, orthe date of sale under threat of condemnation, or proceedings determining such loss of title notifythe Trustee in writing as to the nature and extent of such condemnation or loss of title andwhether it is practicable and desirable to acquire or construct substitute improvements.

(b) If the Authority shall determine that such substitution is practicable and desirable,the Authority shall proceed promptly with and complete with reasonable dispatch the acquisition

or construction of such substitute improvements, so as to place the Project in substantially thesame condition as existed prior to the exercise of the said power of eminent domain or loss oftitle, including the acquisition or construction of other improvements which will be deemed a

part of the Project and available for use and occupancy by the Sponsors without the payment ofany rent other than herein provided to the same extent as if such other improvements werespecifically described herein and demised hereby. In such case, any Net Proceeds received fromany award or awards in respect of the Project or any part thereof made in such condemnation oreminent domain proceedings or of title insurance received with respect to any such loss of title, ifsuch Net Proceeds exceed $1,000,000, shall be paid to the Trustee, shall be deposited into aseparate account to be established in the Construction Fund and if such Net Proceeds do notexceed $1,000,000, such Net Proceeds shall be paid to the Authority. Such Net Proceeds shall be

used and applied (i) in accordance with the disbursement requirements of Section 3.8 hereof ifrequired to be deposited in the Construction Fund, and (ii) for the purpose of paying the cost ofsuch substitution. Any Net Proceeds remaining after completion of such substitution shall bedeposited into the Bond Funds pursuant to the Project Indentures as provided in Section 10.4hereof.

(c) If the Authority shall determine that it is not practicable or desirable to acquire orconstruct substitute improvements, any Net Proceeds of condemnation awards or title insurance


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received by the Authority shall be paid to the Trustee and deposited into Bond Funds pursuant tothe Project Indentures as provided in Section 10.4 hereof and shall be used to redeem ProjectBonds on the earliest possible redemption date or to pay the principal of any Project Bonds as thesame becomes due and payable.

(d) The Sponsors shall not, by reason of the inability of the Sponsors or the Authorityto use all or any part of the Project during any such period of restoration or acquisition or byreason of the payment of the costs of such restoration or acquisition, be entitled to anyreimbursement from the Authority, the Trustee or the Holders of the Project Bonds or anyabatem